Sale terms (April 2015)
This page (together with our Privacy Policy and Copyright Policy) tells you information about us and the Sale Terms.
These Sale Terms will apply to any Contract made between you and us using our Website. Please read these Sale Terms carefully and make sure that you understand them before ordering any Products from our Website. Please note that by placing an order you are accepting these Sales terms. If you refuse to accept these Sale Terms, you will not be able to order any Products from our Website.
You should print a copy of these Sale Terms or save them to your computer for future reference.
Please note that we reserve the right to amend these Sale Terms from time to time as set out in clause 14. Every time you wish to order Products, please check these Sale Terms to ensure you understand the terms which will apply at that time. These Sale Terms were most recently updated in April 2015.
1. Definitions
1.1 In these Sale Terms, the following words shall have the following meanings:
"Business Customer" means a person acting for purposes relating to that person’s trade, business, craft or profession, whether acting personally or through another person acting in the name of or on the behalf of that person;
"Business Day" means a day (not being a Saturday or Sunday) when banks generally are open in the City of London for the transaction of general banking business;
"Consumer" means an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession;
"Contract" means any contract between us for the sale of Products to you using the Website;
"Customer" means Business Customer or Consumer, as applicable;
“Digital Content” means data that is produced and supplied in a digital form and which is paid for or is supplied with Products, services or other digital content which has been paid for;
"Dispatch Confirmation" means an e-mail confirmation stating that the Product has been dispatched;
"Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
"Material" means any information, data, text, graphics, links, programming code or other material published, contained or available on the Website;
"Product" means any of the products or goods listed on the Website;
"Registered Business Customer" means a Business Customer to whom we have provided written confirmation that they may order Products on account subject to the Sales Terms and in particular clause 23;
"RNIB" means RNIB Enterprises Limited, a company with registered number 0887094 and with registered office at 105 Judd Street, London, WC1H 9NE. RNIB Enterprises Limited is a wholly owned subsidiary of the Royal National Institute of Blind People (a charity registered in England and Wales (226227), Scotland (SC039316) and Isle of Man (1109)).
"Sale Terms" means the legal terms and conditions which apply to any sale of any Products you order using this Website;
"UK" means United Kingdom;
"VAT" means any tax imposed in compliance with Council Directive 2006/112/EC on the common system of value added tax (including, for the avoidance of doubt, value added tax as referred to in the Value Added Tax Act 1994) or any other tax of a similar nature which may be imposed in addition to or in substitution for it at the rates from time to time imposed whether in an EU Member State or elsewhere;
"we", "us" and "our" means RNIB;
"Website" means shop.rnib.org.uk or any other website under RNIB's ownership or control from which a link has been created to these Sale Terms; and
"you", "your" and "yours" means the person(s) accessing the Website, including the Business Customer and the Consumer.
1.2 In these Sale Terms, the headings are included for convenience only and shall not affect the interpretation or construction of these Sale Terms.
1.3 In these Sale Terms, unless the context requires otherwise, any reference to:
(a) the masculine, feminine or neuter gender respectively includes the other genders and any reference to the singular includes the plural (and vice versa);
(b) including means "including without limitation" (with related words being construed accordingly), in particular means "in particular but without limitation" and other general words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things;
(c) indemnify and to indemnifying any person against any losses by reference to a matter, event or circumstance includes indemnifying and keeping him indemnified on demand against all losses from time to time made, suffered or incurred by that person, to the extent directly or indirectly resulting from that matter, event or circumstance;
(d) a person includes any individual, firm, company, corporation, government, state or agency of state or any association, trust or partnership (whether or not having a separate legal personality);
(e) a statute includes any consolidation or re-enactment, modification or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time except to the extent that any consolidation, re-enactment, modification or replacement enacted after the date of the Sale Terms or the Contract would extend or increase the liability of any party to another under the Sale Terms or the Contract; and
(f) writing shall include any modes of reproducing words in a legible and non-transitory form.
2. Contacting us
2.1 Contacting us if you are a Consumer
(a) To cancel a Contract in accordance with your legal rights, you just need to let us know that you have decided to cancel by the methods set out in clause 15.4.
(b) If you wish to contact us for any other reason, including because you have any complaints, you can contact us by telephoning our customer service team at +44 (0)303 123 9999 or by e-mailing us at [email protected] or by post to PO Box 173 Peterborough PE2 6WS.
(c) If there is any aspect of our service that you are not happy with, in the first instance please contact our customer service team using the contact details given above. We aim to resolve all complaints in as timely a manner as possible to the best outcome for both parties. If you are not happy with our response, you may wish to pursue the matter using the EU Online Dispute Resolution Platform which you can access at ec.europa.eu/consumers/odr/.
(d) If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
2.2 Contacting us if you are a Business Customer
(a) If you are a business and would like to be set up with a business account, please call our dedicated business team on 01733 375 083 or email [email protected] for more details.
(b) If you wish to give us formal notice of any matter in accordance with these Sale Terms, please see clause 28.2.
3. Our products
3.1 The images of the Products on the Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.
3.2 The packaging of the Products may vary from that shown on images on the Website.
3.3 We will take all reasonable care to ensure that all details, descriptions and prices of Products appearing on the Website are correct at the time when the relevant information was entered onto the system. We reserve the right to refuse orders where the information on the Products has been mis-published, including prices and promotions.
4. Use of website
Your use of our Website is governed by our Terms and Conditions of Website Use. Please take the time to read these, as they include important terms which apply to you.
5. How we use your personal information
We only use your personal information in accordance with our Privacy Policy and Cookies Policy. Please take the time to read our Privacy Policy and Cookies Policy as they include important terms which apply to you.
6. Viruses
Whilst we make all reasonable attempts to exclude viruses from the Website, we cannot ensure such exclusion and no liability is accepted for damage caused through the downloading of viruses. Therefore, you are recommended to take all appropriate safeguards before downloading information from the Website.
7. Encryption
Although the Website uses encryption security software in areas where on line payment details are accepted, the security of information and payments transmitted via the internet cannot be guaranteed. Any loss incurred or sustained by you or any person who transmits information by means of email or other internet links shall be borne by you and in no event shall any such loss in whole or part be borne by us or our agents.
8. Availability of the Website and termination of accounts
8.1 We may suspend, discontinue or change the Website or any part of it from time to time for repair or maintenance work, in order to update or upgrade the contents or functionality of the Website or for any other reason, without liability or giving notice to you. Access to or use of the Website or pages linked to it may be interrupted or contain errors.
8.2 We may terminate your account immediately in the event you breach any of the Terms and Conditions of Website Use and Sale Terms or if you are late or do not pay any sums due to us.
9. Usernames and passwords
9.1 If you want to purchase something from the Website, you have the option of registering an account with us. Having a registered account will enable you to use the fast-track checkout and have access to your order history. If you decide to register, you will be asked to provide your email address and password during the registration process.
9.2 You must keep your password confidential at all times, and must not disclose the password or permit anyone else to use your password. Any breach of the Terms and Conditions of Website Use or the Sale Terms by anyone to whom you disclose the password will be treated as if the breach had been committed by you, and will not relieve you of your obligations under these terms. We shall not be liable to you for any loss or damage which may arise as a result of your failure to maintain the confidentiality of your password.
9.3 In the event of any failure or error in the operation of a password, or you become aware or suspect that someone has used a password without your knowledge, you should cease using the password and notify us immediately.
10. Warranty and indemnity
10.1 The Website may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding the Website and any transactions conducted on or through the Website.
10.2 You warrant to us that you will not use the Website, the Material or any part thereof for any purpose that is in contravention of any applicable law or regulation or in a manner that will infringe the copyright, trademarks, service marks or other intellectual property rights of third parties or violate the privacy, publicity or other personal rights of others or in any defamatory, obscene, threatening, abusive or hateful manner.
10.3 You fully agree to indemnify, defend and hold us, and our officers, directors, employees, agents and suppliers, harmless immediately on demand, from and against all claims, liability, damages, losses, costs and expenses, including reasonable legal fees, arising out of any breach of the Terms and Conditions of Website Use and the Sale Terms by you or any other liabilities arising out of your use of the Website, or the use by any other person accessing the Website using your account and/or the details of your information provided by you on registration of your account.
11. Minimum age
You may only purchase Products from the Website if you are at least 18 years old.
12. If you are a Business Customer
This clause 12 only applies if you are a Business Customer.
12.1 If you are not a Consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Products.
12.2 These Sale Terms and any document expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to their subject matter.
12.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Sale Terms or any document expressly referred to in them.
12.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
13. How the contract is formed between you and us
13.1 Our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
13.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 13.3.
13.3 We will confirm our acceptance to you by sending you a Dispatch Confirmation by e-mail. The Contract between us will only be formed when we send you the Dispatch Confirmation.
13.4 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our site as referred to in clause 20.7, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
14. Our right to vary these sale terms
14.1 We amend these Sale Terms from time to time. Please look at the top of this page to see when these Sale Terms were last updated and which clauses or parts of Sale Terms were changed.
14.2 Every time you order Products from us, the Sale Terms in force at the time of your order will apply to the Contract between you and us.
14.3 We will publish the amended Sales Terms on the Website and any new versions of the Sales Terms will come into effect as soon as we publish them on the Website (with the exception that any orders that we have already accepted from you prior to any such change will be subject to the Sales Terms in force at that point).
15. Your consumer right of return and refund
Please read our Returns Policy.
16. Replacement
Please read our Returns Policy.
17. Returns procedure
Please read our Returns Policy.
18 Delivery
Please read our delivery information.
Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 27 for our responsibilities when this happens.
Delivery of an Order shall be completed when we deliver the Products to the address you gave us, or to you, or to a carrier or a third party identified by you collect them from us and the Products will be your responsibility from that time.
You own the Products once we have received payment in full, including all applicable delivery charges.
If you are a Consumer, and we do not deliver any Product within 30 days after the date on which we send you the Dispatch Confirmation, then you may cancel your order straight away if any of the following apply:
(a) we have refused to deliver the Products;
(b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
(c) you informed us in writing in accordance with clause 2.1 before we accepted your order that delivery within your specified delivery deadline was essential.
19. International delivery
We do not deliver Products internationally to individuals, due to warranty, territory rights and aftersales support.
19.1 We deliver to many organisations worldwide and these are subject to change from time to time - when placing an order the current list of countries we deliver to is displayed
19.2 If an organisation orders Products from the Website for delivery to one of the countries listed in clause 19.1 above, their order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
19.3 You shall be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
19.4 You must comply with all applicable laws and regulations of the country for which the Products are destined. We shall not be liable or responsible if you break any such law.
20. Price of products and delivery charges
20.1 The prices of the Products will be as quoted on the Website at the time you submit your order. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However please see clause 20.7 for what happens if we discover an error in the price of Products you ordered.
20.2 Prices for our Products may change from time to time, but changes will not affect any order you have already placed.
20.3 All prices shown on our website are in pounds sterling. Each product page shows both a VAT inclusive price (inclusive of UK VAT at 20% unless otherwise specified) and a VAT exclusive price.
20.4 All Customers will pay the VAT inclusive price for all Products ordered unless they fall within one of the following three categories:
(a) Non-EU Customers not registered for VAT in any EU Member State:
Sales to Customers outside the EU who are not registered for VAT in the UK or any other EU Member State will be zero-rated for UK VAT purposes. Such Customers will therefore pay the VAT exclusive price.
(b) Non-UK Business Customers registered for VAT in another EU Member State:
Business Customers who are registered for VAT in an EU Member State other than the UK and whose VAT status has been verified by RNIB in accordance with our VAT Registration and Validation Conditions will be entitled to pay the VAT exclusive price. This is on the basis that such supplies are zero-rated for UK VAT purposes and such Customers will account for VAT under the VAT legislation of the EU Member State in which they are VAT registered using the reverse charge basis.
(c) Customers eligible for zero-rating in relation to specified Products:
Certain Products sold by RNIB have been specifically designed for disabled people and can be purchased subject to a zero rate of VAT (rather than the standard 20% rate) by eligible Customers, meaning that those Customers effectively pay the VAT exclusive price.
Customers will be eligible for this treatment if either: (i) they are blind or partially sighted individuals; or (ii) they are friends, family members or charities purchasing for, or on behalf of, blind or partially sighted individuals. In order to receive this treatment, the Customer will need to confirm at registration and on confirmation of an order that they qualify for this treatment. RNIB reserves the right to contact such Customers to confirm their status.
20.5 We reserve the right to change prices if there is a change to the rate of VAT and will aim to ensure that prices are correctly shown. However, very occasionally, an error may occur. In this unlikely eventuality, we will attempt to contact you at the email address you gave us when you placed your order. If we cannot contact you, or if we receive no response to our email, we will continue to process the other items in your order.
20.6 The price of a Product does not include delivery charges. The delivery charges are as advised to you during the check-out process, before you confirm your order.
20.7 The Website contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on the Website may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
(a) where the Product's correct price is less than the price stated on our Website, we will charge the lower amount when dispatching the Products to you. However, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price; and
(b) if the Product's correct price is higher than the price stated on the Website, we will contact you by e-mail as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.
21. Customs
21.1 Customs duties
When ordering Products from RNIB for delivery outside of the EU you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by you; we have no control over these charges. Customs policies vary widely from country to country, so you should contact your local customs office for further information. Please also note that, when ordering from RNIB, you are considered the importer of record and must comply with all laws and regulations of the country in which you are receiving the Products.
21.2 Privacy
You should be aware that cross-border deliveries are subject to opening and inspection by customs authorities.
We may also provide certain order, delivery and product information to our international carriers and such information may be communicated by the carriers to customs authorities to facilitate customs clearance and comply with local laws.
22. How to pay
22.1 Unless you are a Registered Business Customers, you can only pay for Products using a debit card or credit card or through PayPal. We accept the following cards: Visa, MasterCard, Delta, Solo and Visa Electron. Processing of payment shall be governed by the terms and conditions of your card issuer or PayPal.
22.2 When making your payment, it is imperative that you provide the information that we specify is required, for example, the cardholder's name as it is shown on the card.
22.3 Payment for the Products and all applicable delivery charges are in advance.
22.4 All card payments are subject to authorisation by your card issuer. However, if we do not receive your payment and you have already received the Products ordered from us, you must pay for these Products or return these Products in accordance with clause 17 and in the same condition that you received them at your own expense. If you do not do this within 30 days of the date on which we cancel your order, we may collect or arrange for collection of the Products at your expense.
22.5 All Products that you order through the Website will remain our property until we have received payment in full for those Products.
22.6 We reserve the right to charge for any damage or other adverse interference with any Products that are the subject of an unpaid order.
23. Registered Business Customer
This clause 23 only applies if you are a Registered Business Customer
23.1 If you wish to become a Registered Business Customer please email us at [email protected] or contact our customer service team by telephone on +44 (0)303 123 9999 or by post to PO Box 173 Peterborough PE2 6WS.
23.2 If you are a Registered Business Customer you may order Products on account up to an aggregate value of any credit limit which we agree with you in writing.
23.3 Subject to any additional terms and conditions agreed in writing between us, we will issue you with an invoice for the price of the Products (and any amount which remains outstanding on your account at such time) on or at any time after we dispatch any Products ordered by you.
23.4 Payment for the Products must be made by you through a bank transfer to our account or such other payment methods as we may agree with you in writing. We will notify you of our account details when we send you our invoice.
23.5 If you fail to make a payment within 30 days of the date of the relevant invoice then, without prejudice to any other right or remedy available to us, we will be entitled to:
(a) cancel all or any of the then existing orders or suspend any further deliveries to you;
(b) suspend your account and not allow you to place any further orders to purchase any Products; and/or
(c) apply any payment made by you to us to any order of Products made by you as we may think fit (notwithstanding any purported appropriation by you).
24. Manufacturer guarantees
24.1 Some of the Products we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions of the guarantee, please refer to the manufacturer's guarantee provided with the Products.
24.2 If you are a Consumer, a manufacturer's guarantee is in addition to, and does not affect, your legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from the Citizens' Advice Bureau or Trading Standards office in the UK.
25. Our liability if you are a Consumer
This clause 25 only applies if you are a Consumer.
25.1 If we fail to comply with these Sale Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Sale Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this Contract.
25.2 We only supply the Products for domestic and private use. You agree not to use the Product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
25.3 We do not in any way exclude or limit our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
26. Our liability if you are a Business Customer
This clause 26 only applies if you are a Business Customer.
26.1 Nothing in these Sale Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) defective products under the Consumer Protection Act 1987.
26.2 Subject to clause 26.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
26.3 Subject to clause 26.1, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Products.
26.4 Except as expressly stated in these Sale Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Sale Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
27. Events outside our control
27.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control.
27.2 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
27.3 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us as described in clause 2.1. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
28. Communications between us
28.1 If you are a Consumer you may contact us as described in clause 2.1.
28.2 If you are a Business Customer:
(a) any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail;
(b) a notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission;
(c) in proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee; and
(d) the provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
29. Assignment
29.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Sale Terms. We will always notify you by posting on this Website if this happens.
29.2 You may only transfer your rights or your obligations under these Sale Terms to another person if we agree in writing.
30. Third party rights
This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
31. Invalidity
Each of the paragraphs of these Sale Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will not be affected and will remain in full force and effect.
32. Waiver
If we fail to insist that you perform any of your obligations under these Sale Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
33. Law and jurisdiction
33.1 If you are a Consumer, please note that these Sale Terms are governed and construed by English law. This means a Contract for the purchase of Products through the Website and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both irrevocably agree to that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out or in connection with a Contract for the purchase of Products through the Website.
33.2 If you are a Business Customer, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the English law. You and we both irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).